DESCRIPTION OF CAPITAL
STOCK
The following is a summary of all material characteristics of our
capital stock as set forth in our amended and restated certificate
of incorporation, as amended, or our Charter, and our amended and
restated bylaws, or our Bylaws. The summary does not purport to be
complete and is qualified in its entirety by reference to our
Charter and our Bylaws, copies of which have been filed as exhibits
to our SEC filings. For more information, see “Where You Can Find
More Information.”
Common Stock
General . We may issue shares of our common stock from time
to time. We are currently authorized to issue 135,000,000 shares of
common stock, par value $0.001 per share. As of March 31,
2018, there were 83,996,817 shares of our common stock issued and
outstanding. Pursuant to a definitive proxy statement filed with
the SEC on April 30, 2018, we have asked our stockholders to
approve an amendment to our Charter to increase the total number of
authorized shares of our common stock by 35,000,000 shares, from
135,000,000 shares to 170,000,000 shares, or the Charter Amendment
Proposal. If our stockholders approve the Charter Amendment
Proposal at our annual meeting of stockholders to be held on
June 14, 2018, we will be authorized to issue 170,000,000
shares of our common stock, par value $0.001 per share. The rights,
preferences and privileges of holders of our common stock are
subject to, and may be adversely affected by, the rights of the
holders of shares of any of our outstanding preferred stock.
Dividend Rights . Subject to preferences that may be
applicable to any then outstanding shares of preferred stock,
holders of common stock are entitled to receive ratably such
dividends as may be declared by the board of directors out of funds
legally available therefor.
Voting Rights . The holders of our common stock are entitled
to one vote for each share held of record on all matters submitted
to a vote of the stockholders. The holders of common stock are not
entitled to cumulative voting rights with respect to the election
of directors, and as a consequence, minority stockholders will not
be able to elect directors on the basis of their votes alone.
No Preemptive, Conversion or Similar Rights . Holders of
common stock have no preemptive rights and no right to convert
their common stock into any other securities.
Right to Receive Liquidation Distributions . In the event of
a liquidation, dissolution or winding up, holders of the common
stock are entitled to share ratably in all assets remaining after
payment of liabilities and the liquidation preferences of any then
outstanding shares of preferred stock.
Fully Paid and Non-Assessable . All outstanding
shares of common stock are, and all shares of common stock to be
issued under this prospectus will be, fully paid and non-assessable.
Preferred Stock
Our Charter provides that our board of directors has the authority,
without further action by the stockholders, to issue up to
5,000,000 shares of preferred stock in one or more series and to
fix the number of shares constituting any series or the designation
of a series and to determine or alter for each series or
designation of a series the voting powers, if any, and the
designations, preferences, and relative, participating, optional,
or other rights, and the qualifications, limitations or
restrictions, of any series or the designation of a series. Prior
to the issuance of shares of each series of preferred stock, the
board of directors is required by the General Corporation Law of
the State of Delaware, or the DGCL, and our Charter, to adopt
resolutions and file a certificate of designation with the
Secretary of State of the State of Delaware. The certificate of
designation will establish, for each class or series of preferred
stock, the rights, preferences, and privileges of such class or
series.
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